Patel Integrated Logistics Ltd Directors Report

To,

The Members of the Company

Your Directors have pleasure in presenting their 63rd Annual Report and audited statement of accounts of the Company for the financial year ended 31^st March, 2025

FINANCIAL PERFORMANCE:

The Companys financial performance for the year ended 31^st March, 2025 is summarized below:

(Rs in lakhs)

Particulars	2024-25	2023-24
Income
Revenue From Operations	34269.08	29054.87
Other Income	267.69	197.18
Total Income	34536.77	29252.05
Expenses
Operating Cost	31320.80	26162.45
Employee Benefits Expense	1368.04	1247.25
Finance Costs	117.52	259.02
Depreciation and Amortization Expense	261.36	280.38
Other Expenses	702.33	735.39
Total Expenses	33770.05	28684.49
Profit before exceptional and extraordinary items and Tax	766.72	567.56
Exceptional items	-	-
Profit/(Loss) before Tax	766.72	567.56
Provision for Tax	(6.77)	(13.75)
Profit/(Loss) after Tax	759.95	553.81
Other comprehensive income
Item that will not be reclassified to Statement of Profit and Loss	(83.77)	54.17
Income tax relating to item that will not be reclassified to Statement of Profit and Loss	0.40	15.24
Total Other Comprehensive Income	(83.37)	69.41
Total Comprehensive Income for the year	676.58	623.22

The Company has prepared the Financial Statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013.

FINANCIAL PERFORMANCE REVIEW:

During the financial year 2024-25 your Company posted the total comprehensive income of Rs 6.77 cr. for the year ended 31^st March, 2025 as compared to Rs 6.23 cr. for the year ended 31^st March, 2024. Income from operations for the year ended 31^st March, 2025 was Rs.342.69 cr. as compared to Rs290.55 cr. for the year ended 31^st March, 2024. Net Worth stood at Rs121.66 cr. Basic EPS was Rs 1.13 and Diluted EPS wasRs 1.13.

Material changes and commitments affecting the financial position of the Company after the end of the financial year till the date of this Report:

Except as otherwise mentioned in this report, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial year of the Company to which the Financial Statements relates and the date of this report.

There is no other change in the nature of business during the year under review.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE:

There is no subsidiary of company as on 31^st March, 2025. The Company does not have any Associate or Joint Venture Company as on 31^st March, 2025

TRANSFER TO RESERVES:

Your Company has transferred amount of Rs. 9 Crores from profit and loss a/c to contingency reserve.

DIVIDEND:

For the year under consideration, the Board of Directors recommended a dividend of Rs 0.30 per share i.e. 3% on the equity share capital of the Company for the financial year ended 31^st March, 2025. The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The dividend payout for the year under review has been formulated after consideration of Companys long term objectives of growth and also for conservation of resources.

OPERATIONS AND FUTURE OUTLOOK:

The Company will continue to focus and undertake air cargo business and warehousing business. The Companys air cargo business registered satisfactory growth during the year 2024-25. The Company is taking all necessary measures in terms of mitigating the impact of the challenges being faced in the business and it is confident of improving the business during the year.

The Future outlook of the business is highly dynamic. As markets evolve and customer demands change, we need to constantly review and update our operation and products to meet the market need. The Company is also looking into appropriate utilization of properties.

FINANCE:

Bank Finance:

The Company enjoys fund based and non fund based credit facilities from the Banks to meet its working capital requirements as well as long term finance for funding the part of capital expenditure. The Company is regular in payments of installments and there are no over dues as on the date of reporting. The Company has tried to bring down interest cost by repayment of loans taken from various banks and closely pursuing with the Bank to reduce the Interest cost.

Fixed Deposits:

The Company is not accepting unsecured fixed deposits from the public in accordance with the requirements prescribed under Chapter V of the Companies Act 2013 and Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, Fixed Deposits accepted by the Company stood at Rs 0.00 Lakhs as on 31^st March, 2025. There were no unpaid or overdue deposits as on 31^st March, 2025, other than unclaimed Deposits and interest accrued thereon aggregatingRs 2.68 lacs out of which nothing is outstanding for the period of more than seven years and liable to be transfer to Investor Education and Protection Fund.

There has been no default in repayment of deposits or payment of interest thereon during the year under consideration. The Company has not accepted any deposits which are not in compliance with the requirement of Chapter V of the Companies Act, 2013.

Credit Rating:

The Company has discontinued and withdrawn its Credit Rating for Borrowings from India Rating and Research on 6^th March,2025 as the current borrowings does not mandate Credit Rating to be given to Lending Instititutions. The Credit Rating taken from India Ratings and Research was valid till 5^th March,2025.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Companys CSR policy focuses on areas such as education, support for the women, elderly people, children and social inclusion. This entails transcending business interests and grappling with the “quality of life” challenges that underserved communities face, and working towards making a meaningful difference to them. The detailed policy of the Company is available on our website www.patel-india.com

During the year, we have spent Rs Nil on CSR activities due to Non-applicability. The details of CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2025, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report as Annexure [I].

RISK MANAGEMENT:

The requirement of Risk Management Committee under Regulation 21 of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 is not applicable to the Company as the same is applicable to top 1000 listed entities.

The Company has a Business Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage.

There are no risks which in the opinion of the operating management threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

AUDIT COMMITTEE:

The Company Has Audit Committee of Board of Directors constituted in accordance with section 177 of the Companies Act, 2013. The details of the Audit Committee are explained in the Corporate Governance Report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUECY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. However, this requires upgradation and improvement under new business environment. The Company is constantly improving the quality and implementing more internal financial controls.

The Internal Audit firm monitors and evaluates operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, the Audit Committee/ Board initiate corrective action in respective areas and advise the operating people about the action taken on such report and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015. The policy deals with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, the following changes occurred in the composition of the Board and the Key Managerial Personnel of your Company:

Mr. Ramakant Kadam (DIN: 03575629) was appointed on 04^th July, 2024 as Non- Executive Non-Independent Director and same has been regularized on Annual General meeting held on 20^th August, 2024.

Mr. Farukh Wadia (DIN: 00097162) was appointed as an Additional Non-Executive Non-Independent Director on 23^rd October, 2024 through circular resolution.

Subsequently, he was appointed on 12^th January, 2025 by Shareholders approval through Postal ballot process.

Mr. Kanan Rajaratnam was appointed as an Additional Non-Executive Independent Director for a term of three years commencing from 24^th October, 2024 to 23^rd October, 2027.

Subsequently, he was appointed on 12^th January, 2025 by Shareholders approval through Postal ballot process.

Mr. Syed Husain has been appointed as an Additional Independent Director by circular resolution for a term of one-year w.e.f 11^th April, 2024 to 10^th April, 2025.

Subsequently, he was appointed on 23^rd June, 2024 by shareholders approval through postal ballot process.

There is no other Key Managerial Personnel appointed or resigned during the year under review.

DISCLOSURE FROM INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to the declaration given by the Independent Director of the Company under Section 149(6) of the Companies Act, 2013, the Board hereby confirms that all the Independent Directors have given declarations and further confirms that they meet the criteria of Independence as per the provisions of Section 149(6) read with Regulation 16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Independent Directors of your Company have registered on the Independent Directors Databank as per the requirements of Section 149 of the Companies Act, 2013 and the applicable rules thereto. However, with respect to the proficiency test, the Independent Directors have a timeline of one year as per the applicable provisions, from the date of registration on the Independent Directors Databank for taking the proficiency test and none of the Independent Directors have exceeded the said period of one year from the date of registration as on the date of this Report.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/ Board/ Committees was carried out. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. In pursuance to the above, Independent Directors in their separate meeting held on 06^th February 2025 have reviewed and evaluated the performance of Board as a whole, and of the Managing Director.

NOMINATION AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS:

During the year Five (5) Board Meetings were convened and held on 08-05-2024, 15-07-2024, 01-08-2024, 29-10-2024 and 06-02-2025. There were four (4) Audit Committee Meetings held on 08-05-2024, 01-08-2024, 29-10-2024 and 06-02-2025. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

All related party transactions referred to in section 188(1) of the Companies Act 2013 that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. Approval of the Members of the Company is also obtained in case any related party transaction was not on arms length basis and exceeds the prescribed limits. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key

Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure [II].

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website.

Apart from receiving remuneration by executive directors, sitting fees by Non executive directors, and professional fees paid to qualified professional directors none of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Your Directors draw attention of the members to Note 39 to the financial statement which sets out related party disclosure.

The policy on related party transactions has been placed on the Companys website and can be accessed through the following link:

Microsoft Word - Policy on Materiality and Dealing with Related Party Transactions (patel-india.com)

STATUTORY AUDITORS AND AUDITORS REPORT:

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Hitesh Shah & Associates, Chartered Accountants, Firm Registration No. 103716W was appointed as statutory auditors of the Company to hold office for one term of 5 years commenced from conclusion of the 60^th Annual General Meeting upto the 65^th Annual General Meeting of the Company to be held in calendar year 2027.The Company has received a certificate from the proposed Statutory Auditors to the effect that their appointment, shall be in compliance with the provisions of Section 139 and 141 of the Companies Act, 2013.

The Auditors have issued their report on the financial statements for the financial year ended March 31, 2025, with an unmodified opinion and do not contain any qualification, observation or adverse remarks or disclaimer that may call for any explanation from the Board of Directors. The Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Companies Act, 2013.

The Auditors Report for the financial year 2024-25 is unmodified i.e. it does not contain any qualification(s), reservation(s) or adverse remark(s) and forms part of this Annual Report.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed DM & Associates Company Secretaries LLP, Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report for the financial year ended 31^st March, 2025 is set out as “Annexure [IN]” to this Report.

SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from October 1,2017. The Company is in compliance with the provisions of the same.

DISCLOSURE REQUIREMENTS:

To comply with conditions of Corporate Governance, pursuant to regulation 34 read with schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors Certificate on the compliance of conditions of Corporate Governance, are included in this Annual Report.

A Business Responsibility Report as required under Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 is not applicable to the Company as the same is applicable for top 1000 listed entities based on market capitalization.

Dividend Distribution Policy as required under Regulation 43A of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 is not applicable to the Company.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in E-Form MGT- 7 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as “Annexure [IV]” to this Report.

The same has been placed on the website of the Company www.patel-india.com

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

(A) CONSERVATION OF ENERGY:

(i) The steps taken or impact on conservation of energy	: The operations of your Company are not energy intensive. However all efforts are made to conserve and optimize use of energy with continuous monitoring, improvement in Maintenance systems and through improved operational techniques.
(ii) The steps taken by the Company for utilizing alternate sources of energy	The Company has on going process to conserve the energy by replacement of old electronic devices and installation of new efficient power saving devices whenever required.
(iii) The capital investment on energy conservation equipments	No material capital investment incurred by the Company during the year 2024-25.
(B) TECHNOLOGY ABSORPTION:
(i) The efforts made towards technology absorption:	: Updating of Technology is a Continuous process; appropriate technology is implemented and adapted by the Company for innovation. Efforts are continuously made to develop new products required in the Transport and Logistics Industry.
(ii) The benefits derived:	The Company is steadily delivering on its promise of providing the swift service Investment in IT and state-of-the art tracking systems,
(iii) Imported Technology:	There is no imported technology imported during the last three years.
(iv) The expenditure incurred on Research and Development:	No expenditure is incurred on Research and Development by the Company during the year 2024-25

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Rs.in lakhs)

	Year ended 31st March, 2025	Year ended 31st March, 2024
Earnings in Foreign Exchange	NIL	NIL
Air Freight Billing, and other expenses (Net)	NIL	NIL
TOTAL ...	NIL	NIL
Expenditure in Foreign Currency
Membership and Subscription Fees	0.60	0.63
Travelling (excluding air fare)
TOTAL ...	0.60	0.63

MAINTENANCE OF COST RECORDS:

The maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules 2014 is not applicable to the Company.

PARTICULARS OF EMPLOYEES:

The Directors sincerely appreciate efforts put in by employees of the Company at all levels and thank them for their contribution in achieving the overall results during the year.

Disclosure pertaining to the remuneration and other details as required under Section 197(2) of the Companies Act 2013 and Rule, 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as “Annexure [IV]” to this report.

The information required pursuant to Section 197 read with Rule, 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding this information which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any

Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with provisions relating to the constitution of internal complaint committee under the said Act to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed off during the financial year 2024-25:

No.of Complaints received	Nil
No.of Complaints disposed off	Nil

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31^st March 2025 are

in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory

Auditors, M/s Hitesh Shah & Associates.

In terms of Section 134(3)(c) of the Companies Act, 2013, the Directors, based on the representation received from the

Operating Management, confirm that:

1) in the preparation of the annual accounts, for the year ended 31^st March, 2025, the applicable accounting standards and Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

2) the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31^st March, 2025 and of the profits of the Company for the financial year ended 31^st March 2025;

3) the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) the Directors have prepared the Annual Accounts of the Company on a going concern basis;

5) the Company has proper internal financial controls in place. However, the Company continues to develop better controls for implementation in current financial year.

6) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

APPRECIATION:

Your Directors place on the record their appreciation of the contribution made by the employees at all levels who, through their competence, diligence, solidarity, co-operation and support, have enabled the Company to achieve the desired results during the year.

The Board of Directors gratefully acknowledge the continued assistance and support received from the Bankers, Clients, Stakeholders and Fixed Deposit Holders in the endeavors of the Company.

	For and on behalf of the Board of Directors
Registered Office:	Sd/-	Sd/-
Patel House, Ground Floor, Plot No. 48, Gazdarbandh, North Avenue Road, Santacruz (West) Mumbai - 400 054.	Mahesh Fogla Director DIN: 05157688	Vikas Porwal Director DIN:10382199
Mumbai, dated 5th August, 2025